DATED the __________day of _____________________2016

HOME AFRIKA COMMUNITIES LIMITED

-To -

ESTHER NJERI KARUGGAH IN TRUST FOR NATALIE NJUMBI & NASERO NJUMBI

____________________________________________

AGREEMENT FOR LEASE

Of

PLOT NUMBER CP29

on

“MIGAA”
__________________________________________________

DRAWN BY:-
Robson Harris & Co. Advocates
Transnational Plaza, 6th Floor
City Hall Way
P.O. Box 67845–00200
NAIROBI
Tel: 254 (20) 2627058/67/73; 3313940/1
Mobile: 254-722-218900
Email: kenyalaw@robsonharris.com
(File Ref: 46/436/16BN)
 AGREEMENT FOR LEASE

THIS AGREEMENT is made the…………..day of…………….Two Thousand and ………………………...

BETWEEN:

1. HOME AFRIKA COMMUNITIES LIMITED a limited liability company incorporated in the

Republic of Kenya of Post Office Box Number 6254-00100 Nairobi, Kenya (hereinafter referred to
as the “Vendor” which expression shall where the context so admits include its successors and
assigns) of the one part; and

2. ESTHER NJERI KARUGGAH IN TRUST FOR NATALIE NJUMBI & NASERO NJUMBI of Post
Office Box Number 0707138713 - 80107 (hereinafter referred to as the “Purchaser” which
expression shall where the context so admits include the Purchaser’s personal representative(s)
and assigns) of the other part;

WHEREAS:

A. The Vendor is the registered owner of ALL THAT parcel of land known as Land Reference
Number 29059 situate in Kiambu District containing by measurement approximately 774 acres (
hereinafter known as the "Land").

B. The Vendor has caused and/or is in the process of causing the Land to be demarcated into Plots
and Private Developer Sites as set out in a Master Plan which is deposited within the Vendor’s Site
Office and at the Advocates offices and is available for inspection during normal working hours.
The Plots and Private Developer Sites are situated within a Controlled Development more
commonly referred to as ‘Migaa’, which refers to the entire land area including the infrastructure,
buildings and improvements erected or to be erected on the unsold Land after the excision of the
Plots and Private Developer Sites comprising, but not limited to, the golf course, club house,
perimeter wall, parking areas, lighting and roads providing access to and from the Plots and
Private Developer Sites and other related amenities for the benefit of the owners of the Plots and
Private Developer Sites .

C. The Vendor has agreed to sell by way of a Lease to the Purchaser ALL THAT Plot Number CP29
on the Master Plan (hereinafter altogether called the “Property” which expression shall be
construed to mean any new or different number or description that the said Property may acquire
following final approval of the change of user or issuance of the Lease) measuring approximately
Nought decimal One Two Five (0.125) of an acre at the price and upon terms and conditions set
out herein.

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HACL- Agreement for Lease – CP29

D. The Purchaser intends to erect at his own cost one housing unit (hereinafter referred to as the
“Housing Unit”) on the plot as the Vendor shall agree subject to Clause 8 hereunder and also
subject to the Architectural Policy and Regulations (Architectural Policies) as the Vendor shall
make available to the Purchaser or as the vendor shall approve.

E. The Vendor intends to grant Leases of the Plots and Private Developer Sites and intends in every
such Lease to impose similar terms conditions covenants and restrictions as are common in a
Controlled Development.

F. The Vendor has formulated Homeowners Rules & Regulations and Architectural Policies for
proper management and supervision of Migaa. The Purchaser of the Property hereby agrees to be
bound by these Homeowners Rules & Regulations and Architectural Policies.

G. The Vendor has incorporated a company (hereinafter referred to as the “Manager”) for the
purpose of managing Migaa and owning the common areas of the same; and the Purchaser shall
herein be allotted One (1) Share in the Manager upon being issued with the duly registered Lease.

H. The Vendor’s Advocates are Robson Harris &Company Advocates, 6th Floor, Transnational Plaza,
City Hall Way, P. O Box 67845-00200 Nairobi.

I. The Purchaser’s Advocates are Sichangi Partners Advocates, Links Plaza, 3rd Floor, Links Road, P.
O. Box 41287-80100 Mombasa.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS AND INTEPRETATION

1.1. Definitions

“Agreement” means this Agreement for Lease;

“Amenities” means Golf course and fairways, parks, walkways, jogging trails, hotel,
clubhouse and commercial centres;

“Architectural means the policy document to be provided to every purchaser

Policy & detailing the approved house designs, their dimensions; materials
Regulations” to be used in construction; manner and time in which construction
is to occur;

“Business Day” means any day (other than Sunday) on which banking institutions

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 in Kenya are generally open for the conduct of banking business;

“Completion Date” means 15th May, 2017;

“Homeowner” means an occupier of a housing unit in Migaa;

“Infrastructure” shall have the same meaning as defined in the Second Schedule hereto;

“Initial Service means the sum of Kenya Shillings Thirty Thousand (Kshs.30,000) per
Charge Deposit” plot payable before registration of the Lease to the plot;

“Lease” means the Lease over the plot for the remainder of the term of Ninety
Five (95) years reserving the annual rent of a peppercorn (if demanded)
per year;

“Lease Premium” means the sum of Kenya Shillings Five Million Five Hundred
Thousand (Kshs.5,500,000/=);

“Manager” means Migaa Management Company Limited to be used to manage

Migaa and own the common areas of the development and shall
include persons deriving title under or through the said Company;

“Purchaser” means; ESTHER NJERI KARUGGAH IN TRUST FOR NATALIE

NJUMBI & NASERO NJUMBI

“Service Charge” means the sum of Kenya Shillings One Million Two Hundred
Thousand (Kshs.1,200,000/=) per plot being Service charge for an
estimated period of ten (10) years paid in advance as provided in
Clause 9.4 below;

“Shares” means one (1) share in the Manager; and

“Vendor” means and includes the successors in title of the Vendor to the Land
and any other person who is at any time entitled to the reversion
immediately expectant on the term agreed to be granted under this
agreement.

1.2. Interpretation

In this Agreement:

1.2.1. Words importing one gender shall be construed as importing any other gender.

1.2.2. Words importing the singular shall be construed as importing the plural and vice versa.\

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 1.2.3. Where any party comprises more than one person the obligations and liabilities of that
party under this agreement shall be joint and several obligations and liabilities of those
persons.

1.2.4. The clause and paragraph headings in the body of this agreement and in the Schedules
do not form part of this Agreement and shall not be taken into account in its construction
or interpretation.

1.2.5. The terms the "parties" or "party" mean the Vendor and/or the Purchaser.

1.2.6. Reference in this Agreement to any clause sub-clause or schedule without further
designation shall be construed as a reference to the clause sub-clause or schedule to this
Agreement so numbered.

2. LEASE PREMIUM

2.1. As consideration for the Grant of the Lease the Purchaser shall pay to the Vendor the sum
of Kenya Shillings Five Million Five Hundred Thousand (Kshs.5,500,000/=) in the
following manner:

2.1.1 A deposit of Kenya Shillings One Million Six Hundred and Fifty Thousand
(Kshs.1,650,000/=) shall be paid to the Vendor on or before 15th October, 2016;

2.1.2 The sum of Kenya Shillings Five Hundred and Fifty Thousand (Kshs.550,000/=)
shall be paid to the Vendor on or before 15th November, 2016;

2.1.3 The sum of Kenya Shillings Five Hundred and Fifty Thousand (Kshs.550,000/=)
shall be paid to the Vendor on or before 15th December, 2016;

2.1.4 The sum of Kenya Shillings Five Hundred and Fifty Thousand (Kshs.550,000/=)
shall be paid to the Vendor on or before 15th January, 2016;

2.1.5 The sum of Kenya Shillings Five Hundred and Fifty Thousand (Kshs.550,000/=)
shall be paid to the Vendor on or before 15th February, 2016;

2.1.6 The sum of Kenya Shillings Five Hundred and Fifty Thousand (Kshs.550,000/=)
shall be paid to the Vendor on or before 15th March, 2016;

2.1.7 The sum of Kenya Shillings Five Hundred and Fifty Thousand (Kshs.550,000/=)
shall be paid to the Vendor on or before 15th April, 2016;

2.1.8 The balance of Kenya Shillings Five Hundred and Fifty Thousand
(Kshs.550,000/=) shall be paid to the Vendor on or before 15th May, 2016;

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 2.2 The Parties hereby agree that the dates for payment of any instalments of the Lease
Premium are of the essence to the contract and no request for variations of the payment
programme or for extension of time shall be entertained by the Vendor.

2.3 Any default by the Purchaser in making the payment on the due date shall result in the
Vendor invoking the default provisions hereinafter appearing.

PROVIDED THAT the sum paid by the Purchaser to the Vendor under this clause shall be utilized by
the Vendor to carry out the Works as defined in clause 11 hereunder.

3. THE PROPERTY

3.1 The Purchaser acknowledges that the Property is sold subject to the covenants, terms, conditions,
stipulations, restrictions and rights as provided and reserved in the Lease, the Architectural
Policies, the Homeowners Rules and Regulations and such terms and conditions registered on
the title of the land and all subsisting easements, quasi easements and rights of way (if any) and
any provisional liability or assessment for road or sewerage charges but otherwise free from all
encumbrances.

3.2 The Purchaser has inspected the Property and it is sold in the present state and condition.

4. GRANT OF THE LEASE

4.1 The interest sold in the Property is Leasehold for the unexpired term of Ninety Five (95) years
from the date of issuance of the Lease less the last seven (7) days thereof.

4.2 The Vendor shall grant the Lease for the Lease Premium and the Purchaser shall accept the Lease
at the rents and for the term and subject to all terms, conditions and covenants contained in the
Lease.

4.3 The Lease shall be prepared and completed at the offices of the Vendor’s Advocates.

4.4 It is hereby agreed that the Vendor shall only execute the Lease upon full payment of the Lease
Premium, Service Charge, Legal fees, Stamp Duty and all other costs as stated in the First
Schedule annexed hereto.

5. POSSESSION

5.1 The Property is sold with vacant possession on the completion date.

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5.2 The Vendor shall give possession of the Property to the Purchaser only upon full payment of the
Lease Premium, Service Charge, Legal fees, Stamp Duty and all other costs as stated in the First
Schedule.

6. COMPLETION

6.1 The Vendor’s Advocates shall, upon payment of the balance of the Lease Premium, Initial Service
Charge Deposit and all charges under the first schedule, avail copies of the below mentioned
documents (“Completion Documents”) to the Purchaser’s Advocates :

6.1.1 The Lease in respect of the Property duly executed by the Vendor and the Manager in favour of
the Purchaser;

6.1.2 A valid Rates Clearance Certificate;

6.1.3 Partial Discharge duly executed (if required).

6.1.4 Share Certificates for the Purchaser’s Share in the Manager.

6.2 The registration of the Lease shall be undertaken by the Vendor’s Advocates. The Purchaser shall
within 14 days of receipt of the Lease from the Vendor’s Advocates execute the Lease and hand
over the following documents to facilitate the registration of the Lease:

6.2.1 All payments due and payable in connection with the Preparation and Registration
of the Lease and all other payments payable per the First Schedule.

6.2.2 Copies of the Purchaser’s ID cards and PIN certificates.

6.2.3 Six sets of the Purchaser’s coloured passport size photographs.

And the Vendor’s Advocates shall proceed to register the Lease within 30 days of receipt of the
completion documents as per clause 6.1 above.

7. FORFEITURE

7.1 In the event that any proportion of the total Lease Premium shall remain unpaid by the Purchaser
on the Completion date, the Vendor shall terminate this Agreement and the Purchaser shall
forfeit 10% of the Lease Premium.

7.2 Upon such termination, the terms of Clause 10.4 shall apply.

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HACL- Agreement for Lease – CP29

8. CONSTRUCTION

8.1 In this clause:

“Density” means ONE (1) Housing unit per an eighth of an acre of Land.

“Completion of construction” shall have the same meaning as the meaning in the
Architectural Policies.

“Housing unit” means the one villa or cottage that the Purchaser will construct
on the Property as per the Architectural Policies issued by the
Vendor.

“Migaa house type designs” means the house designs, models and prototypes that shall be
designed or as approved by the vendor or its Architect(s)

8.2 The Vendor has agreed that the Purchaser shall erect on the Property at its cost one (1) housing
unit on each Plot as specifically outlined in the Architectural Policies as will be provided or
approved by the Vendor and in accordance with the terms and conditions set out therein.

8.3 The Purchaser must not exceed the Density as defined in Clause 8.1 above.

8.4 The house designs and materials in the Purchaser’s Proposed Project must be consistent with
Migaa house type designs and must be approved by the Vendor.

8.5 The Purchaser has to commence the construction within a period of eighteen (18) months from1st
January, 2017, and complete the construction within a period of thirty six (36) months from 1st
January, 2017.

8.6 All building plans must be approved by the Vendor prior to submission to the Local Authority

8.7 Any breach of Clauses 8.2 to 8.6 shall be treated as a fundamental breach of this Agreement and
conditions of the Lease shall entitle the Vendor to terminate the Lease in accordance with Clause
10 hereunder.
8.8 The Purchaser acknowledges and agrees that the Property will be sold subject to all restrictions
affecting the Housing Unit.

9. COSTS AND SERVICE CHARGE

The Purchaser shall bear the costs of:

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9.1 The Stamp Duty on the Lease, Registration fees, Legal fees, service charge and other charges
payable with respect to the registration of the Lease as enumerated in the First Schedule.

9.2 The costs and disbursements for the preparation of the Agreement for Lease, Lease,
Incorporation of the Manager, Residential Designs, Architectural Policies and the Home Owners
Rules and Regulations as enumerated in the First Schedule.
9.3 Rates, rent and outgoings if any shall be apportioned at the Completion Date.

9.4 Service Charge is payable as follows:

9.4.1. On or before registration of the Lease an Initial Service Charge Deposit of Kenya
Shillings Thirty Thousand (Kshs.30,000.00/=);

9.4.2. On or before approval of the building plans a further deposit of Kenya Shillings
Three Hundred Thousand (Kshs.300,000/=); and

9.4.3. On or before the Estimated Completion Date as defined in Clause 6.2 of the
Second Schedule of this Agreement or as agreed otherwise, the balance of Kenya
Shillings Eight Hundred and Seventy Thousand (Kshs.870,000/=).

10. TERMINATION OF AGREEMENT

10.1 In this Clause:

“Construction Period” means the period beginning 1st January, 2017 and ending 31st December
2019 during which the Purchaser must commence and complete
construction of his Housing Unit;

“New Agreement” means a New Agreement for the Lease of the property made with a
Purchaser other than the current Purchaser of the property;

10.2 If the Purchaser shall fail to comply with its obligations under this Agreement including
the obligation to pay the Lease Premium (or any part thereof) or service charge or
Completion of the construction within the construction period or during the extended
period as provided, the Vendor may give the Purchaser notice in writing to comply with
its obligations and this notice shall specify the default and require the Purchaser to make
good the default within Fourteen (14) days, time being of the essence.

10.3 On the failure of the Purchaser to comply with the notice given in clause 10.2, the Vendor
may, without prejudice to its other rights or remedies, rescind this Agreement by notice in
writing to the Purchaser.

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10.4 If this Agreement is rescinded by the Vendor due to non-payment of the Lease Premium
and all other payments under the First Schedule;

10.4.1 The Purchaser shall forfeit 10% of the Lease Premium as stated in Clause 7 of this
agreement;

10.4.2. The Vendor shall thereupon be at liberty to proceed to negotiate with any other
person to require such other person to purchase the Property on such terms and
conditions as may be agreed between the Vendor and such new Purchaser and in
the event that such other person shall enter into an agreement with the Vendor and
make all payments due under the New Agreement, the Vendor shall pay to the
Purchaser the amount of payments made on account of the Lease premium as shall have
been paid after deduction there from of all costs, charges and expenses incurred by the
Vendor and the Vendors’ Advocates in connection with negotiation and granting of the
rights under the New Agreement and any other sums which may be lawfully due from
the Purchaser to the Vendor;

10.4.3 If the Vendor shall enter into the New Agreement and incur a loss by reason of
diminution of the Lease Premium payable thereunder, the Purchaser shall pay to the
Vendor as damages the amount of the loss together with the expenses incurred by the
Vendor in respect of the New Agreement and together with all other sums payable by
the Purchaser pursuant to the provisions of sub-clause 6.3;

10.4.4 The Vendor shall be entitled to recover by action any amounts found to be due to the
Vendor in the event of there being any deficiency;

10.4.5 Where a resale realizes a profit this shall be retained by the Vendor

10.5 In the event that the Purchaser breaches Clauses 8.2, 8.3, 8.4 and 8.5 or in the event that the
Purchaser does not complete the construction of the housing unit within the construction period
other than for factors outside the Purchaser’s control as set out in clauses 15.1.1 to 15.1.8, the
Vendor may take whatever steps they consider appropriate, including but not limited to:

10.5.1 If before the completion Date, the Vendor may rescind this Agreement;

10.5.2 Upon application from the Purchaser, extend the Construction Period for a maximum
period of one (1) year and shall impose a penalty of two per cent (2%) per month applied
on the market value of the Property at the time such extension is requested until
completion of construction. or until expiry of one (1) year, whichever comes earlier.

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 10.5.3 Refusing access to any person, contractor, company or group for such period or
permanently as they deem appropriate;

10.5.4 Suspension of all construction activity on the Property;

10.6 In the event that the Vendor chooses to rescind this Agreement

10.6.1 The Purchaser shall fully and effectively (on a full and unqualified indemnity
basis) indemnify the Vendor from and against all losses, costs, claims, demands,
expenses, proceedings and damages arising in any way out of or in connection
with the rescission.

11. WORKS

11.1 The Vendor shall procure the carrying out of the Works in accordance with the provisions of the
Second Schedule to this agreement.

12. NOTICES

12.1 Any notice or other communication (hereinafter called a "Notice") given or made under or in
connection with the matters contemplated by this Agreement shall be in writing:

 In the case of the Vendor to:

Robson Harris & Co Advocates,
P.O. Box 67845-00200,
6th Floor, Trans National Plaza,
NAIROBI

 In the case of the Purchaser to:

SICHANGI PARTNERS ADVOCATES
P.O. Box 41287-80100
NAIROBI.

12.2 Any Notice to be given or made by one party to the other shall be deemed delivered five (5)
Business Days after posting provided that proof is given that the Notice was properly addressed
and put in the post and or hand delivery to the registered office or the above address and proof of
receipt by intended recipient

13. RESTRICTION ON ASSIGNMENT

13.1. In this clause:

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 13.1.1. "Permitted Assignment" means an assignment of the whole benefit of this
agreement such assignment being made subject to the provisions of clause
13.2

13.1.2. "Assignee" means any person approved in writing by the Vendor (such
approval not to be unreasonably withheld) in whose favour a Permitted
Assignment is proposed to be made and who (prior to the making of such
Permitted Assignment) has agreed with the Vendor in such manner as the
Vendor may require to be bound by the provisions of this clause;

13.1.3. “Title documents” means the duly registered Lease and Share Certificate
in the Manager in respect to the property.

13.2. Subject to indemnifying the Vendor against all reasonable and proper costs incurred
by the Vendor in that connection the Purchaser may on or after (but not before) the
completion date, with the prior consent in writing of the Vendor, assign the benefit
of this agreement by means of a Permitted Assignment to an Assignee who shall
enter into a Novation Agreement with the Vendor in respect of the obligations of the
parties hereunder.

13.3. Save as provided in clause 13.2 the Purchaser shall not assign charge or otherwise
deal in any way with the benefit of this agreement in whole or in part provided that
this clause shall not prevent the Purchaser from entering into a contract with any
person before the receipt of the registered title documents either for the assignment
to such person on or after the receipt of the registered title documents of the whole
benefit of this agreement (otherwise than by way of security) or for the grant to such
person on or after completion of the Lease of the Property.

13.4. The Vendor shall not be obliged to grant the Lease to an Assignee unless the
Assignee has first agreed with the Vendor in such manner as the Vendor may
reasonably require to be bound by the provisions of this agreement and to perform
and observe all the obligations on the part of the Purchaser contained in this
agreement which remain to be performed and observed.

14. SEVERABILITY
If any provision of this Agreement is held by any Court or other competent authority to be void or
unenforceable in whole or part, this Agreement shall continue to be valid as to the other provisions
and the remainder of the affected provision.

15. FORCE MAJEURE

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 15.1 Neither Party will be liable in respect of any delay in performing, failure to perform, or
failure to adequately perform any of its obligations hereunder (other than the obligations of
the Parties to make payment to each other in accordance with this Agreement) in
consequence of any act, cause or event which (i) was not within the control of the affected
Party, (ii) was not caused or precipitated by such Party's negligence, and (iii) could not have
been prevented by the affected Party's reasonable diligence, including without limitation:

15.1.1 any Act of God

15.1.2 any war hostilities (whether declared to be war or not)

15.1.3 any sabotage, riots or other act of civil disobedience, civil commotion, rebellion,
act of a public enemy or invasions;

15.1.4 any Judicial actions, strikes, lockouts, industrial disputes or actions of such
nature;

15.1.5 any non-performance of its obligations by any third party contracted with by the
Vendor in connection with its obligations under this Agreement;

15.1.6 any act of terror;

15.1.7 any storms, floods or other inclement weather, earthquakes, subsidence,

epidemics or other natural physical disasters; and

15.1.8 fire, accident, explosion or shortage of labour

15.2 The Party affected by any of the circumstances referred to in clause 15.1 shall promptly
notify the other Party (the "Force Majeure Notice") when such circumstances cause a delay
in performance, failure in performance or failure in adequate performance and when they
cease so to do. If such circumstances continue for more than nine (9) months after the date
of the Force Majeure Notice, either Party may terminate the Agreement but without
prejudice to any accrued rights either Party may have against the other but subject to
agreement, such affected Party undertakes to continue with its performance of obligations
under this Agreement immediately the Force Majeure event ceases in the event that the
Agreement is not terminated. If the Agreement is terminated, the Vendor shall within
Ninety (90) days thereof refund in full to the Purchaser all monies received by it towards
the Lease Premium.

16. GENERAL PROVISIONS

16.1 The Purchaser shall fully and effectively (on a full and unqualified indemnity basis)
indemnify the Vendor from and against all losses, costs, claims, demands, expenses,
proceedings and damages arising in any way out of or in connection with any failure by or
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 on behalf of the Purchaser to observe and perform the provisions and obligations contained
in this Agreement.

16.2 No immaterial error or omission or misstatement in this Agreement shall in any way affect
the obligations of the parties under this Agreement or entitle any party to damages or
compensation.

16.3 Notwithstanding the execution of the Lease, this Agreement shall remain in force with
regard to any obligations or restrictions hereunder not provided for in the Lease.

16.4 All payments by the Purchaser hereunder or pursuant hereto shall be made without and
free from any set-off, counter-claim or deduction.

16.5 The Vendor's obligations and duties in respect of the carrying out and completion of Migaa
(and any additional works requested by the Purchaser hereunder) shall be limited to the
contractual obligations and duties contained in this Agreement and any claim by the
Purchaser against the Vendor in tort is excluded.

16.6 Each of the parties hereby agrees and confirms for the purposes of the Law of Contract Act
(Chapter 23, Laws of Kenya) that it or he (as the case may be) has executed this Agreement
with the intention to bind itself or himself (as the case may be) to the contents hereof.

16.7 The sale of the property is subject to the Law Society Conditions of Sale (1989) Edition in so far as
they are not inconsistent with the conditions hereof.

16.8 The Purchaser hereby declares that other than the representations herein contained, no oral or
written representations have been made to the Purchaser prior to the date hereof by the Vendor or
its agent/s concerning the subject matter of this agreement which have influenced induced or
persuaded the Purchaser to enter into this Agreement.

16.9 Time shall be deemed of the essence for all purposes of this Agreement. No failure or delay to
exercise any power, right or remedy shall operate as a waiver of that right, power or remedy and
no single or partial power, right or remedy shall preclude its further exercise or the exercise of any
right, power or remedy.

16.10 This Agreement is an executory agreement only and shall not operate or be deemed to
operate as a Lease of the Property.

17. ARBITRATION CLAUSE

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 All disputes and questions whatsoever which shall arise between the parties hereto touching on this
Agreement or the construction or application thereof of any clause or thing herein contained or to the
rights or liabilities of any party under this Agreement shall be referred to the decision of a single
arbitrator which arbitrator must be agreed by both parties and in default of such agreement within
Fourteen (14) days of notification of a dispute by one party to the others, upon application by any
party to the chairman for the time being of the Kenya branch of the Chartered Institute of Arbitrators

18. ENTIRE AGREEMENT

THIS AGREEMENT constitutes the entire agreement and understanding between the parties with
respect to all matters which are referred to herein and supersedes any previous agreements,
undertakings, representations, warranties and negotiations.

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IN WITNESS WHEREOF the parties have hereunto set their respective hands the day and year first
hereinbefore written:

SEALED with the COMMON SEAL of )

HOME AFRIKA COMMUNITIES LIMITED )
in the presence of: )
)
)
Director: )
)
)
)
Director/Secretary: )
)

I certify that I was present and saw the above Directors/Director and Company Secretary of HOME
AFRIKA COMMUNITIES LIMITED duly affix its Common Seal to this Agreement.

Advocate

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HACL- Agreement for Lease – CP29

SIGNED by the Purchaser )
ESTHER NJERI KARUGGAH IN TRUST FOR )
NATALIE NJUMBI & NASERO NJUMBI )
) ……………………………..
)
In the presence of: )
)
)
)
)
ADVOCATE )
)
)
)

I certify that I was present and saw the Purchaser ESTHER NJERI KARUGGAH IN TRUST FOR
NATALIE NJUMBI & NASERO NJUMBI duly execute this Agreement.

__________________________
Advocate

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HACL- Agreement for Lease – CP29

 FIRST SCHEDULE

Costs & Disbursements

ITEM PARTICULARS AMOUNT (KSHS)

1. Legal Fees 107,500
2. VAT @ 16% on Legal Fees 17,200
3. Service Charge 1,200,000
4. Approximate Stamp Duty @ 4% Subject to Assessment To be assessed
by The Chief Government Valuer
5. Approximate Registration costs for the Leases and the 35,000
Valuation, and miscellaneous
6. Reversionary Interest 25,000
7. Share of cost of Incorporation of the Management 10,000
Company
8. Allotment of shares, secretarial charges and Stamp Duty 10,000
Total Costs

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 SECOND SCHEDULE

Provisions relating to the Works

1. DEFINITION AND INTERPRETATION

In this schedule:

1.1 Words and expressions defined in clause 1 of this Agreement and in the other
paragraphs of this schedule have the meanings specified.

1.2 Any reference to a paragraph or paragraphs is a reference to the relevant paragraph or

paragraphs of this schedule.

1.3 Any reference to the “Architect” shall have the same meaning as in the Building
Documents.
1.4 “Works” shall have mean provision of the Infrastructure as described in Appendix A
attached hereto.

2. APPROVALS

2.1 "Planning Permission" means the detailed planning permission for the carrying out of
the Works.

2.2 "Approvals" means the Planning Permission and all other approvals consents
permissions and licences of any local or other competent authority which may from time
to time be necessary to enable the Vendor lawfully to commence and to carry out the
Works and each and every stage or phase of the Works and (if the same are destroyed or
damaged) to reinstate the Works and "Approval" shall be construed accordingly.

2.3 The Vendor shall:

2.3.1 Use all reasonable endeavours to obtain all Approvals which are from time to
time necessary;

2.3.2 Use all reasonable endeavours to procure that none of the Approvals is revoked
and that all Approvals continue in full force and effect;

2.3.3 Pay all fees costs and expenses of and incidental to the matters referred to in this

3. MATERIALS

3.1 If the Architect certifies that any of the materials referred to in the Building Documents or
for the Infrastructure are not or will not be procurable within a reasonable time then the

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 Vendor may in carrying out the Works substitute for them such alternative materials as
the Architect may in his certificate specify as being the material which (of those readily
available) most closely resemble the materials referred to in the Building Documents or
for the Infrastructure at the contracted cost therefore.

3.2 Notwithstanding anything to the contrary contained or implied elsewhere in this

agreement the Vendor undertakes that no material or substance not in accordance with
good current building practice shall be used or incorporated in the Works.

4. VARIATIONS

4.1 "Variation" means any amendment to or departure from the Building Documents and the
details of the Works contained in them (whether by way of alteration addition or
omission).

4.2 "Unacceptable Variation" means any Variation which would substantially alter the
design layout nature capacity or standard of construction of the Infrastructure as
provided for in the Building Documents or prejudice the use of the Infrastructure for the
purpose specified in the Lease.

4.3 "Permitted Variation" means:

4.3.1 any variation which is not an Unacceptable Variation and which is required by
any local or other competent authority either as a condition of the grant or
continuance in force of any Approval or in consequence of any variation
relaxation or waiver of any Approval; and

4.3.2 Any Variation made in accordance with paragraph 4.1 and 4.5 and any other
Variation which is not an Unacceptable Variation and which is proposed by the
Architect and "Permitted Variations" shall be construed accordingly.

4.4 References in this schedule to "Building Documents" shall be construed as referring to

the Building Documents as from time to time varied by any Permitted Variations.

4.5 The Vendor may from time to time make variations to the design, layout or position of
the Infrastructure in the Property and in Migaa.

5. CARRYING OUT OF WORKS

5.1 The Vendor shall commence the Works on or before 1 st June 2011 or as soon as all
necessary Approvals have been obtained to enable the Vendor lawfully to commence the
Works whichever is later, and shall subsequently at its own expense diligently carry out
and complete the Works:
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 5.1.1 In a good and workmanlike manner and with sound materials of their
respective kinds and

5.1.2 In accordance with the terms of all Approvals and otherwise in compliance with
all Restrictions and

5.1.3 In accordance with the Building Documents and

5.1.4 Otherwise in accordance with the provisions of this schedule.

5.2 The Vendor shall:

5.2.1 Indemnify the Purchaser against all actions costs claims demands and liability
whatever in relation to any failure by the Vendor to comply with its obligations
under paragraph 5.1;

6. TIME FOR COMPLETION OF WORKS

6.1 "Delaying Factor" means any circumstance beyond the control of the Vendor or its
Contractor for the Works which the Vendor or its Contractor could not have prevented
or avoided.

6.2 "Estimated Completion Date" means the Certificate Date or such earlier or later date as
may be permitted pursuant to the provisions of paragraph 6.5.

6.3 Subject to the provisions of paragraph 6.4 the Vendor shall use all reasonable
endeavours to carry out the Works to such a stage as would entitle the Architect to issue
a certificate in respect of all of the Works pursuant to the Building Contract not later
than the Estimated Completion Date.

6.4 If on one or more occasions the carrying out of the Works is delayed and the delay is
notified to the Vendor and to the Purchaser by the Architect as being in the Architect's
opinion attributable to any Delaying Factor then on each such occasion the Vendor shall
be allowed such extension of time for carrying out the Works as may be determined in
accordance with paragraph 6.5 and the date by which the Vendor is required to carry
out the Works as provided in paragraph 6.2 shall be postponed accordingly.

6.5 The period of such extension shall be such (if any) as shall be certified by the Architect as
being reasonable having regard to the delay in question.

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7. PRACTICAL COMPLETION

7.1 "Certificate" means a certificate by the Architect to the effect that in the opinion of the
Architect Practical Completion of the Works has been achieved (and "Practical
Completion" shall for the purposes of this agreement have the same meaning as in the
Building Contract).

7.2 "Certificate of Practical Completion" means the Certificate of that name issued by the
Architect pursuant to the Building Contract.

7.3 "Certificate Date" means the date on which the Certificate is issued.

7.4 The Vendor shall procure the issue of a Certificate as soon as in the opinion of the
Architect a Certificate may properly be issued.

7.5 The Vendor shall procure that not later than the Certificate Date:

7.5.1 all aspects and items of Infrastructure installed are in good working order and
(where applicable) operate to the relevant design specification mentioned in the
Building Documents; and

7.5.2 all water electricity and drainage services to the Property as provided for in
Appendix A are fully operational.

8. The Vendor shall at its own expense:

8.1 as soon as practicable after the Certificate Date carry out and complete in accordance
with the provisions of this schedule any Works which the Architect may on issuing the
Certificate of Practical Completion specify in writing as being still outstanding;

8.2 on completion of the Works procure the removal from the Property of all rubbish and all
building and other materials and equipment;

9. The Vendor shall with effect from the Certificate Date be under no liability to the Purchaser
under this schedule in respect of any failure by the Vendor for any reason to comply with its
obligations under paragraphs 5 and 6 of this schedule.

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 APPENDIX A

Provision for Infrastructure

The Vendor shall provide the following Infrastructure to the Property:-

i) Bulk Earthworks at the Property

ii) Road Infrastructure to a point of entry to the Property

iii) Power supply at a point of entry to the Property

iv) Water Supply to a point of entry to the Property

v) Storm water drainage from the Property

vi) Sewer disposal point for the Property

vii) Street Lighting for (ii) above

viii) ICT infrastructure to a point of entry to the Property

DRAWN BY:
Robson Harris & Co. Advocates
6th Floor, Transnational Plaza
City Hall Way
NAIROBI.

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